Effective Date: January 8, 2011
This is Service Agreement Version Number 1.8
ALL SERVICES ARE GOVERNED BY THE GENERAL TERMS AND CONDITIONS THAT ARE LISTED BELOW ALONG WITH THE TERMS IN THE APPLICABLE SCHEDULE(S) FOR THE SPECIFIC SERVICES THAT ARE PURCHASED.
1. INTRODUCTION. In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and its agents, including each person listed in your account information as being associated with your account, and "we", "us" and "our" refer collectively to In Media Networks, LLC . This Agreement explains our obligations to you, and your obligations to us in relation to the In Media Networks service(s) you purchase. By purchasing or otherwise applying for In Media Networks service(s), you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional In Media Networks service(s) or to modify or cancel your In Media Networks service(s) (even if we were not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, domain name registration services) is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such services or your account information, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will occur at our offices or the offices of or partners and/or subcontractors. Except as otherwise expressly set forth in this Agreement, you agree that if you list, directly or by default, In Media Networks as a contact for your account and/or any of the services in your account, we have the right, without notice, to remove our name and/or information from any such account or service and to replace the same with the name and/or information provided by you for any other contact associated with that account or service.
2. VARIOUS SERVICES. Sections 1 through 30 apply to any and all In Media Networks services that you purchase, whether purchased separately or as a part of a complete solution or package bundle. The terms and conditions set forth in the Schedules of this Agreement apply only to customers who have purchased the In Media Networks services referenced in those Schedules. In the event of any inconsistency between the terms of Sections 1 through 30 and the terms of the Schedules, the terms of the Schedules shall control with regard to the applicable In Media Networks service. IMPORTANT NOTICE CONCERNING SERVICES THAT ARE COMBINED TOGETHER AS A PART OF A BUSINESS SOLUTION: If you purchase In Media Networks services that are sold together as a "bundled" package, termination of any part of the services will result in termination of all In Media Networks services provided as part of the bundled package. Please see Section 10(d) of this Agreement for more information. You acknowledge and agree that some or all of the services you purchase or receive from us may be provided by one or more vendors, contractors or affiliates selected by In Media Networks in its sole discretion. As a part of your Services, In Media Networks may provide you access to third party functionality or services, including, but not limited to applications, widgets, RSS and other types of news, event and industry feeds, calculators, recommended copy, forms and templates that are incorporated or are offered as a part of one or more of the Services ("Third Party Functionality"). You expressly agree that any Third Party Functionality (including products, services or offering)s that are available to You as a part of any of the In Media Networks product or services shall be used by You in accordance with the terms of any relevant third party licenses. Your failure to abide by any third party license may result in the immediate termination of your services by In Media Networks. Furthermore, In Media Networks does not control such Third Party Functionality and is therefore not liable for any issues of any kind relating to the Third Party Functionality. In Media Networks reserves the right, at its sole discretion, to terminate, suspend, cancel or alter your access to Third Party Functionality at any time.
3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for the services you purchased, you agree to pay In Media Networks the applicable service(s) fees set forth on our Website and/or within your contract at the time of your selection, or, if applicable, upon receipt of your invoice from In Media Networks. All fees are due immediately and are non-refundable, except as otherwise expressly noted in one or more of the Schedules to this Agreement or as such fees are billed by In Media Networks under an invoice to a Customer that expressly permits payment for Services by a Customer within thirty (30) days after In Media Networks has sent the Customer such invoice ("Net-30 Customers"). In Media Networks may require a Customer to successfully complete a credit application prior to such Customer qualifying to become a Net-30 Customer. Customers who purchase Service(s) through outbound telemarketing and request cancellation of Service(s) within ten (10) days of purchase are entitled to a refund of all fees. If you qualify, we may extend payment terms to you under our Business Account Credit Program. In Media Networks will charge you a processing fee if you terminate or cancel any package prior to the completion of any limited money-back guarantee time period for that package or service (the "Processing Fee"). A Processing Fee of $29.95 will be charged for the cancellation of any one-year annual hosting, ecommerce, or Website design package. The Processing Fees for cancellation of multi-year packages will be: $24.95 per year for two-year packages, $19.95 per year for three-year packages, $14.95 per year for five-year packages and $9.95 per year for ten-year packages. Unless otherwise specified herein or on our Website and/or within your contract, each In Media Networks service is for a one-year initial term and renewable thereafter for successive one to ten-year terms, as set forth during the renewal process. Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal and in the case of domain name re-registration, the domain name registry's acceptance of your domain name registration. Except with respect to service to which you subscribe on a monthly basis, we will endeavor to provide you notice prior to the renewal of your services at least fifteen (15) days in advance of the renewal date. Additional payment terms may apply to the In Media Networks services you purchase, as set forth in the applicable Schedules to this Agreement. Pricing for services, renewals, and product upgrades and add-ons may vary based upon the date of your purchase. We may provide you with an opportunity to "opt in" to our automatic renewal process in accordance with the instructions (and subject to your agreement to the terms and conditions pertaining to that process) on our Website, and/or in your contract. You agree that if you use of our auto-renew service, we will attempt to renew your service approximately sixty (60) days prior to its expiration , for the same term then-currently in place for the service, and at the then-current price for the service or as listed in your contract (which ever is higher). You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then-current term of the service, and that we are authorized to charge your credit card or other payment method (such as PayPal®) on file for the renewal of the service(s). In any event, you are solely responsible for the credit card or payment information you provide to In Media Networks and must promptly inform In Media Networks of any changes thereto (e.g., change of expiration date or account number). In addition, you are solely responsible for ensuring the services are renewed. In Media Networks shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. In order to process a renewal under our auto-renew service, we may use third-party vendors for the purpose of updating the expiration date and account number of your credit card or payment method on file. Such third-party vendors maintain relationships with various credit card issuers and may be able to provide us with the updated expiration date and account number for your credit card by comparing the information we have on file with the information the third-party has on file. By selecting our auto-renew service, you acknowledge and agree that we may share your credit card or other payment method information with such a third-party vendor for the purpose of obtaining any update to your credit card expiration date, account number, or payment account. You agree to pay all value added, sales and other taxes (other than taxes based on In Media Networks income) related to In Media Networks services or payments made by you hereunder. All payments of fees for In Media Networks services s hall be made in U.S. dollars. Set up fees, if any, will become payable on the applicable effective date for the applicable In Media Networks services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. In the event of non-payment by a Net-30 Customer on any amount of any invoice, In Media Networks reserves the right to refer such invoice and Net-30 Customer to a collection agency in order for In Media Networks to secure payment on the invoice. In Media Networks may terminate any or all of the Services of a Net-30 Customer who fails to pay an invoice in a timely fashion. In Media Networks may charge a late fee(s) to Net-30 Customers for late payment of an invoice or a reinstatement fee(s) to Net-30 Customers who wish to reinstate Service(s) that have been terminated due to non-payment.
4. ACCURATE INFORMATION. You agree to: (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services. You agree that In Media Networks (itself or through its third party service providers) is authorized, but not obligated, to use Coding Accuracy Support System (CASS) certified software and/or the National Change of Address program (and/or such other systems or programs as may be recognized by the United States Postal Service or other international postal authority for updating and/or standardizing address information) to change any address information associated with your account (e.g., registrant address, billing contact address, etc.), and you agree that In Media Networks may use and rely upon any such changed address information for all purposes in connection with your account (including the sending of invoices and other important account information) as though such changes had been made directly by you.
5. PRIVACY. Our privacy statement, (a) for Websites and/or value added services purchased through www.inmedianetworks.com is located on our Website at http://www.inmedianetworks.com/legal/privacy-policy/ and is incorporated herein by reference, as it is applicable to such Website purchases (other services purchased through In Media Networks. The applicable privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Website, or mail a copy to you at least thirty (30) calendar days before it becomes effective. You agree that, by using our services after modifications to the privacy statement become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by you if you terminate your Agreement with us except as otherwise expressly provided in one or more of the Schedules attached hereto. We will not process the personal data that we collect from you in a way incompatible with the purposes and other limitations described in our privacy statement. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.
6. OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the In Media Networks services identified herein ("In Media Networks Intellectual Property Rights") are owned by In Media Networks or its licensors, and you agree to make no claim of interest in or ownership of any such In Media Networks Intellectual Property Rights. You acknowledge that no title to the In Media Networks Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the In Media Networks or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by In Media Networks and all right, title and interest in and to each such Derivative Work shall automatically vest in In Media Networks. In Media Networks shall have no obligation to grant you any right in any such Derivative Work.
7. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY In Media Networks SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL In Media Networks, ITS LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE FOR WEBSITES FROM In Media Networks) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF In Media Networks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN In Media Networks'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. In Media Networks and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store email messages; (7) loss or liability resulting from the development or interruption of your Website or your In Media Networks Website; (8) loss or liability from your inability to use our email service, Website manager service or any component of the subscription service (for websites from In Media Networks); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your domain name record or your agent's failure to pay any fees, including the initial registration fee or re-registration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in xml, xkms, or any other standard not under In Media Networks sole control. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED.
8. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER In Media Networks NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.
9. INDEMNITY. You agree to release, indemnify, defend and hold harmless In Media Networks and any of our (or their) contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) the In Media Networks services or your use of such services, including without limitation infringement or dilution by you, or someone else using our service(s) from your computer, (c) any intellectual property or other proprietary right of any person or entity, (d) a violation of any of our operating rules or policies relating to the service(s) provided, (e) any information or data you supplied to In Media Networks, including, without limitation, any misrepresentation in your application, if applicable, (f) the inclusion of metatags or other elements in any website created for you or by you via the In Media Networks services, or (g) any information, material, or services available on your licensed In Media Networks Website . When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us. Such assurances may, without limitation, be in the form of a deposit of money by you to us or our representatives to cover our fees and expenses, including but not limited to reasonable attorneys' fees, in any such suit or threat of suit. Your failure to provide such assurances may be considered by us to be a material breach of this Agreement. We shall have the right to participate in any defense by you of a third-party claim related to your use of any of the In Media Networks services, with counsel of our choice. We shall reasonably cooperate in the defense at your request and expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
a. By You. You may terminate this Agreement upon at least thirty (7) days written notice to In Media Networks for any reason.
b. By Us. We may terminate this Agreement or any part of the In Media Networks services at any time in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from us concerning the accuracy or completeness of the information referred to in Section 4 of this Agreement, if we determine in our sole discretion that you have violated the In Media Networks Acceptable Use Policy, which is located on our Website at http://www.inmediannetworks.com/legal/aup/ and is incorporated herein and made part of this Agreement by reference, or upon thirty (30) days prior written notice if we terminate or significantly alter a product or service offering.
c. Effect of Termination. Except as otherwise expressly set forth herein or on our Website, In Media Networks will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by In Media Networks, you will not receive any refund for payments already made by you as of the date of termination, and, you may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various Schedules below). If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs In Media Networks incurs in closing your account. You agree to pay any and all costs incurred by In Media Networks in enforcing your compliance with this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the In Media Networks service, if applicable. In addition to the terms set forth herein, certain In Media Networks services may have additional terms regarding termination, which are set forth in the applicable Schedule.
d. Effect of Termination of Solutions or Bundled Services. In addition to the terms set forth in subsection 10(c) above, if you purchase In Media Networks services which are sold together as a solution or bundled package of Services, any termination relating to such solution will terminate all In Media Networks services included in such bundle. You acknowledge and agree that upon any termination or cancellation of your bundled services or solution the terms and conditions regarding transfer of expired domain names as described in this Service Agreement, Schedule A, paragraph 14 may apply. Upon the effective date of termination, In Media Networks will no longer provide the solution or bundled Services to you, any licenses granted you shall immediately terminate, and you shall cease using such services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain services included in the bundled services to stand alone services. Should you or we cancel or terminate your Services at any time prior to the completion of the one-year term, such cancellation or termination may result in an early termination fee charged to your account.
e. If you breach any term of this Agreement including, but not limited to, this terms of any Schedule, In Media Networks may, in its sole and exclusive discretion, suspend or terminate your Services immediately and without notice to you. Service Fees may continue to accrue on suspended accounts and you will continue to remain responsible for the payment of any Service Fees that accrue during the period of suspension.
11. REPRESENTATIONS AND WARRANTIES. You agree and warrant that: (i) neither your registration nor use of the any of the In Media Networks services nor the manner in which you intend to use such In Media Networks Services will directly or indirectly infringe the legal rights of a third party, (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you have selected the necessary security option(s) for your domain name registration record, (iv) you are of legal age to enter into this Agreement (or you are at least 13 years of age and have your parents' permission to apply for services hereunder); and (vi) you agree to comply with all applicable laws and regulations.
12. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, you agree during the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the Services provided under this Agreement at any time. Any such revision or change will be binding and effective 30 days after posting of the revised Agreement or change to the service(s) on In Media Networks Websites, or upon notification to you by email or United States mail. You agree to periodically review our Websites, including the current version of this Agreement available on our Websites, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as expressly noted otherwise in one or more of the Schedules to this Agreement, but you will not incur any additional fees. By continuing to use In Media Networks Services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Website of a general informational nature. No employee, contractor, agent or representative of In Media Networks is authorized to alter or amend the terms and conditions of this Agreement.
13. ACCOUNT ACCESS. To access or use the In Media Networks services or to modify your account, you may be required to establish an account and obtain a login name, account number, password and/or passphrase. If online access is not available you may be required to contact us by phone for account servicing. You authorize us to process any and all account transactions initiated through the use of your password and/or passphrase. You are solely responsible for maintaining the confidentiality of your password and passphrase. You must immediately notify us of any unauthorized use of your password or passphrase, and you are responsible for any unauthorized activities, charges and/or liabilities made through your password or passphrase. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password or passphrase. You agree that we may log off any account that is inactive for an extended period of time.
14. AGENTS. You agree that, if your agent, (e.g., your Primary Contact or Account Administrative Contact, Internet Service Provider, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, including the domain name dispute policy. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.
16. RIGHT OF REFUSAL.We, in our sole discretion, reserve the right to refuse to register your chosen domain name, issue you a digital certificate, or register you for other In Media Networks service(s), or to delete your chosen domain name within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not register your chosen domain name, issue you a digital certificate, or register you for other In Media Networks service(s), or we delete your chosen domain name or other In Media Networks service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register your chosen domain name, refusal to issue a digital certificate, the deletion of your chosen domain name or refusal to register you for other In Media Networks service(s).
17. NOTICES AND ANNOUNCEMENTS. (a) Except as expressly provided otherwise herein, all notices to In Media Networks shall be in writing and delivered via overnight courier or certified mail, return receipt requested to In Media Networks, LLC, Attention: Legal Department, 14525 SW Millikan Way #26699 Beaverton, OR 97005-2343. All notices to you shall be delivered to your mailing address or email address as provided in your account information (as updated by you pursuant to this Agreement) or to any email address associated with your domain name registration(s) with In Media Networks. (b) You authorize us to contact you as our customer via telephone, at the number provided by you in your account information (as updated by you pursuant to this Agreement), which telephone number is incorporated herein by reference, email or postal mail regarding information that we deem is of potential interest to you. Notices and announcements may include commercial emails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or to enhance your identity on the Internet and/or other relevant matters.
18. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
19. ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies incorporated by reference in this Agreement (including, without limitation, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement, including, without limitation, any purchase order provided by you for the services.
20. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the services (or portion thereof) without In Media Networks prior express written consent.
21. GOVERNING LAW.
a. You and In Media Networks agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Nevada, United States of America, excluding its conflict of laws rules. You and we each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for Clark County, Nevada for any disputes between you and In Media Networks under, arising out of, or related in any way to this Agreement (whether or not such disputes also involve other parties in addition to you and In Media Networks). If there is no jurisdiction in the United States District Court for Clark County, Nevada, for any such disputes, you and we agree that exclusive jurisdiction and venue shall be in the courts of Clark County, Nevada.
b. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement.
c. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
22. AGREEMENT TO BE BOUND. By applying for a In Media Networks service(s) through our online application process or otherwise, or by using the service(s) provided by In Media Networks under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
23. INDEPENDENT PARTIES. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise. Except as otherwise expressly stated herein, we agree there shall be no third party beneficiaries to this Agreement.
24. WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of In Media Networks. The remedies of In Media Networks under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
25. EXPORT RESTRICTIONS. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your products incorporating or using any In Media Networks services in violation of the laws and regulations of any applicable jurisdiction.
26. U.S. Government Users. In the event any software is provided by In Media Networks to a U.S. Government User, the software and accompanying documentation which are used as part of the In Media Networks service are "commercial items," as such terms are defined at 48 C.F.R. 2.101 (Revised Oct 2002), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Revised Oct 2002) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Revised Oct 2002), all U.S. Government entities acquiring the use of the Service and accompanying documentation shall have only those rights set forth herein.
27. FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over In Media Networks, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, In Media Networks may immediately terminate this Agreement.
28. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
29. SURVIVAL. In the event this Agreement terminates as provided herein, Sections 1, 2, 3, 6, 7, 8, 9, 10(c), 10(d), 11, 14, 15, and 17 through 29 of this Agreement shall survive such expiration or termination.
SERVICE SPECIFIC TERMS: The following terms apply in addition to Sections 1 through 29 only if you have purchased the particular Service described or if the Service was purchased as part of a bundled solution:
SCHEDULE A TO In Media Networks SERVICE AGREEMENT
ADVERTISER TERMS AND CONDITIONS
1. Definitions. These defined terms shall have the following meaning in this Agreement:
a. “Ads” shall mean all print advertisements, including without limitation those replicated on CD-ROM, but shall not include Listings.
b. “Advertiser,” “you,” and “your” shall mean the party, not In Media Networks, executing this Agreement.
c. “Advertiser Content” shall mean any and all content you provide to us, including without limitation text, names, domain names, addresses, trade names, trademarks, pictures, animations, likenesses, reproductions, endorsements, data, links, graphics, software, video, music and sound.
d. “Agreement” shall mean the Order, these Terms and Conditions and all exhibits, schedules, addenda and amendments attached to or executed pursuant to.
e. “In Media Networks,” “we,” “us,” and “our” shall mean In Media Networks, LLC., advertising publisher and marketing agency.
f. “Listing” means all advertising profiles listings of name, address and telephone numbers but does not include graphics, photos or lengthy descriptions.
g. “Order” shall mean the order for Products executed by the parties to which these Advertiser Terms and Conditions are incorporated.
h. “Products” shall mean, collectively, the Ads, Listings and Services.
i. “Publication” shall mean any In Media Networks print or online directory in which a Product appears.
j. “Services” shall mean all products and services furnished pursuant to this Agreement other than Listings and Ads.
2. Scope. This Agreement applies to any and all Products requested by or furnished to Advertiser pursuant to the Order.
3. Automatic Renewal. We may automatically renew your Products listed on the Order for successive Terms unless you notify us in writing at least thirty (30) days before: (1) the sales close date of the next issue of the Publication for Ads or (2) the anniversary of the start date of your Services. The sales close date for each Publication and the start date of your Service are available from your sales representative or by calling our Customer Care Center. The cost of any automatically renewed Ad or Service will be our then-current standard published rates or the rate of your existing agreement (which ever is higher) unless otherwise agreed in writing.
4. Term. Subject to automatic renewal as defined in Section 3, the initial term of an Ad under this Order covers one issue of a Publication. For Services, the initial term is one year from when we provide the Service or as otherwise agreed to on the Order. Charges are not pro-rated; if you cancel a Product or we suspend a Product as a result of your breach of this Agreement, you must still pay for that Product until the end of the Term of the corresponding Order. We may extend or reduce by up to six months the issue period of a Publication. If the issue period of a Publication is extended, charges for the Products will continue through the extended period. If the issue period is reduced, charges will stop at the end of the reduced period.
a. Listings. Listings can only be revised or terminated by contacting your local telephone company. In Media Networks is not responsible for the content of Listings.
b. Ads and Services. To cancel an Ad, your notice must be in writing and received by us at least thirty (30) days before the sales close date of the Publication listed on the Order. To cancel a Service, your notice must be in writing and received by us at least thirty (30) days before the start date of the Service listed on your Order.
c. Notice/How To Contact Us. All notices, including termination notices to us, must be in writing and mailed by U.S. mail or overnight carrier to: In Media Networks Customer Care, 14525 SW Millikan Way #26699
Beaverton, OR 97005-2343. For questions or concerns about this Order, please contact us at our Customer Care Center listed on your bill or at 1-206-734-4982.
6. Binding Arbitration. If In Media Networks and Advertiser are unable to resolve any controversy or claim related to this Agreement (each a "Dispute"), the parties agree that, except for those Disputes expressly excluded below, such Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT ANDHAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The Arbitration shall occur in the state in which such Ad, Listing or Service is provided unless we mutually agree to another location. All Products served over the internet to viewers in more than one state shall be deemed to have been provided in North Carolina. The Arbitrator shall apply the substantive law of North Carolina to all arbitrations hereunder and any award may be challenged if the arbitrator fails to do so. The Arbitrator shall limit any remedies to those provided in this Agreement, including Section 7 and 9. Any party who successfully enforces this provision in court is entitled to recover attorneys’ fees and costs spent. In Media Networks and Advertiser agree that any arbitration shall be limited to the Dispute between In Media Networks and Advertiser only. To the full extent permitted by law: (1) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (2) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (3) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. You and we agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of In Media Networks’s intellectual property rights (including without limitation patents, trademarks, trade secrets and copyrights); (2) any claims In Media Networks may have to collect amounts owed by Advertiser; and (3) any claim for injunctive relief.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, In Media Networks DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR THE PRODUCTS, EVEN IF In Media Networks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE ABOVE, In Media Networks’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS SHALL IN NO EVENT EXCEED, THE AMOUNT YOU AGREED TO PAY FOR THE PRODUCT GIVING RISE TO THE LIABILITY.
8. CONTENT REVIEW WARRANTY. YOU WARRANT THAT YOU WILL REVIEW ALL PRODUCTS IMMEDIATELY UPON THE EARLIER OF (A) WHEN PRESENTED TO YOU BY In Media Networks FOR REVIEW; OR (B) IMMEDIATELY AFTER PUBLICATION, AND TO NOTIFY US IN WRITING OF ANY ERROR IMMEDIATELY UPON DISCOVERY.
9. ERRORS; EXCLUSIVE REMEDY. YOU UNDERSTAND AND AGREE THAT ERRORS MAY OCCUR IN THE PROVISION OF A PRODUCT. ONCE A PUBLICATION IS PUBLISHED, IT IS PROHIBITIVELY EXPENSIVE TO CORRECT AN ERROR, AND YOU HEREBY WAIVE ANY RIGHT TO RETRACTION, CORRECTION AND/OR RE-PUBLICATION. THE PRICE FOR THE PRODUCTS PROVIDED ASSUMES THE ENFORCEABILITY OF THIS PROVISION AND REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES. IF AN ERROR OCCURS THAT SUBSTANTIALLY DIMINISHES THE VALUE OF AN AD, LISTING OR SERVICE, YOU AGREE THAT THE ERROR ONLY AFFECTS THE VALUE OF THE INDIVIDUAL PRODUCT IN WHICH THE ERROR OCCURRED AND IN NO WAY AFFECTS YOUR PAYMENT OBLIGATION FOR ANY OTHER PRODUCTS (EVEN IF THE PRICE FOR THAT PRODUCT IS “BUNDLED” OR COMBINED WITH OTHER PRODUCTS). FOR SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS FOR US TO CORRECT THE ERROR. FOR ADS OR LISTINGS YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ERROR SHALL NOT EXCEED THE FOLLOWING DISCOUNT ON THE PRICE FOR THAT INDIVIDUAL AD:
ERROR MAX DISCOUNT
Ad Omitted From Publication / Website 100%
Wrong Phone # up to 20%
(prorated based on how many numbers are in the Ad)
Business Name Omitted up to 30%
Business Name Incorrect up to 10%
Business Address Incorrect up to 10%
10. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD In Media Networks, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, SERVICE PROVIDERS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (a) ANY CONTENT YOU SUBMIT, MAKE AVAILABLE OR IDENTIFY TO In Media Networks; (b) YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY; (c) ANY ACT OR OMMISSION OF YOU OR YOUR EMPLOYEES, AGENTS OR CONTRACTS IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS.
11. Domain Registration. We may register, own and maintain any Uniform Resource Locator (“URL”), website or domain that we provide pursuant to this Agreement. We cannot guarantee that any URLs or domain names you request are available for your use. If you request that we use your existing domain, you agree to transfer management of the domain to a registrar or hosting service we designate. If the URL cannot be transferred or you fail to take the action we request to cause the transfer, then we may choose a URL or domain name on your behalf. In the event a third party disputes your use of a domain name, we may in our sole discretion transfer the domain name to the third party, to you or to an escrow account.
12. Payment Terms. We may require advance payment in full or in part prior to providing any Products, and you authorize us to review your credit history to determine whether advance payment is required. Payment, including taxes, is due upon receipt of an invoice. Payments received more than thirty (30) days after the invoice date will incur interest charges from the invoice date at the lesser of 1.5% per month or the maximum legal rate. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement or any other agreement you have with us.
13. In Media Networks’s Remedies. If you fail to meet any obligation set forth in Agreement or any other agreement with us, fail to make a payment when due, or breach any representation or warranty, we may (i) declare the remaining balance of any or all Orders immediately due and payable; (ii) stop providing the Products; (iii) retroactively revoke any discounts extended to you under any Order or any other agreement; (iv) recover our costs in pursuing the remedies provided herein, including collection agency and attorneys’ fees; (v) terminate this Agreement without liability; and/or (vi) pursue any other available legal or equitable remedies. If we receive notice from another party contesting your right to use or display a name, trademark, service mark or other content, in addition to the remedies above, we may, without liability to you, cancel or reject the Products until you have resolved the dispute with the other party to our satisfaction.
14. No Limiting Endorsements. You agree not to include any limiting endorsement on a check or other form of payment. We may cash a check containing a limiting endorsement without affecting your obligations or our rights.
16. Ad and Service Placement. We do not guarantee the placement or positioning of any Product or other content on any page, heading or website and will not provide any adjustments. We reserve the right to determine in our sole discretion the placement and positioning of any Product or other content. The placement and position of a Product or other content may be altered by service providers, search engines or the operation of the internet.
17. Product Availability. Our acceptance of an Order for any limited inventory product such as banner ads, featured listings, editorial reviews is subject to availability of that product. If a Product is discontinued by us or otherwise becomes unavailable, then at our sole discretion we may substitute a Product of comparable value or refund any advance payments.
18. License for Advertiser Content. By submitting, providing, identifying or otherwise making available to In Media Networks any Advertiser Content, you hereby grant to us and our affiliates a worldwide, irrevocable, royalty-free, nonexclusive license to reproduce, use, adapt, modify, publish, translate, publicly perform, publicly display, distribute and create derivative works from such Advertiser Content in any form in any medium, and we may sublicense all or part of our rights under this license or assign them to third parties. You waive all moral rights with respect to any Advertiser Content. You also represent and warrant that: (i) you own the Advertiser Content or otherwise have the right to grant the license set forth in this section; (ii) the use of your Advertiser Content does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person; and (iii) your submission, posting, identification or making available of the Advertiser Content is in compliance with this Agreement. You acknowledge that we do not verify, adopt, ratify, or sanction Advertiser Content, and you agree that you must evaluate, and bear all risks associated with Advertiser Content.
19. Other Rights. With the exception of any Advertiser Content, all tangible and intangible works of any kind in whatever form or media created by us in connection with this Agreement will be our sole and exclusive property. You agree that we may, in our sole discretion and at no extra cost to you, publish or display the Products, or other information about your business, in publications, promotional materials and internet media not otherwise referenced in the Order. You are solely responsible to register and protect any copyrights or other rights you may have in the Advertiser Content. You acknowledge that you have directed us to other resources that provide information about your business and we may use that information for the purposes of providing the Products. You agree that In Media Networks may copy all or portions of your website at any time during the term of this Agreement for purposes of creating and/or delivering a Product hereunder, including without limitation gathering information and content for inclusion in any Product.
20. Usage Information. For the purpose of collecting information related to the usage of your Ads and Services, we reserve the right to place one or more tracking telephone numbers and tracking URLs in your Ads and Services (the “Tracking Number(s)” and “Tracking URL(s)”, respectively). The Tracking Number(s) will replace any other telephone number(s) in the Ads and Services. We will select the Tracking Number(s) and Tracking URL(s) in our sole discretion, and we do not guarantee a specific telephone number or URL. You acknowledge that the Tracking Numbers and Tracking URLs may not be free of error at all times, and notwithstanding any other provision in the Agreement, you release us from all liability of any kind related to an error in a Tracking Number or Tracking URL. You agree not to use, or allow the use of, the Tracking Number(s) and Tracking URL(s) in any advertisement or for any purpose other than in the Ads and Services. We also may collect information related to the usage of your Ads and Services without the use of a Tracking Number or Tracking URL. We are the sole owner of all of the usage information generated by the Tracking Number(s), Tracking URL(s), and other methods (the “Usage Information”), including without limitation the source and number of calls and Internet traffic. We may use the Usage Information for research and promotional purposes. We do not guarantee any specific results from the Ads and Services, including without limitation the source and number of calls and Internet traffic. If any payments for Ads or Services are conditioned upon one or more types of Usage Information, then we reserve the right in our sole discretion to measure or calculate such Usage Information.
22. Disclaimer of Warranties. THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. In Media Networks MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY PRODUCTS. YOU ARE RESPONSIBLE FOR VERIFYING AND REVIEWING YOUR PRODUCTS PRIOR TO ANY PUBLICATION. NO STATEMENTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM In Media Networks OR THROUGH OR FROM THE In Media NetworksKNOWS.COM WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER In Media Networks NOR ANY OF ITS DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS IN THE PRODUCTS, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON. In Media Networks DOES NOT WARRANT THAT THE PRODUCTS WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE.
a. Governing Law. Subject to Section 6, this Agreement shall be governed by the laws of the State of Nevada without reference to conflicts of laws rules. If any portion of Section 6 is for any reason deemed unenforceable, or if a particular dispute is excluded by Section 6, you agree that any and all legal actions or proceedings arising out of or relating to this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction located in Clark County, Nevada, and you expressly consent to the jurisdiction of those courts.
b. Force Majeure. In Media Networks shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of In Media Networks such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
c. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the court shall try to give effect to the parties’ intentions as reflected in such provision, and all other provisions of this Agreement shall remain in full force and effect.
d. Assignment. You may not assign any of your rights or obligations without our prior written consent; provided, however, that such consent shall not be required in connection with the sale of all your assets or shares of capital stock or other ownership interests (so long as you provide written notice of such sale to us). In the event of any assignment allowed by the preceding sentence both you and your assignee shall be jointly and severally liable for the timely performance of your obligations. We shall have the sole right to assign our rights and obligations under this Agreement. Any purported assignment made in violation of this provision shall be null and void.
e. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements, whether express or implied, written or oral, with respect to the Products. This Agreement may not be amended nor may any obligations be waived, except in writing signed by you and us. Our sales representatives are not authorized to amend this Agreement. You warrant that you are not relying on any oral or written representations or promises not included in this Agreement. This Agreement does not create a partnership, joint venture or a similar relationship between you and us and neither you nor we shall have the power to obligate the other in any other manner other than what is provided in this Agreement. Sections 6-10, 12-14, 20-24 and any other provision intended by its content will survive termination or cancellation of this Agreement.
f. Communications between You and Us. You acknowledge and agree that we and our affiliates, sub-licensees and business partners may, in accordance with applicable law, share information provided by you or contact you (including by, but not limited to, telephone, facsimile or electronic mail communication) related to any Publications, Ads or Services you have or we may offer. You agree that telephone conversations between you and us may be monitored and recorded.
g. Electronic Acceptance. If available, you may accept this Order by electronic signature, including recorded oral acceptance, in accordance with our approved format.
SCHEDULE B TO In Media Networks SERVICE AGREEMENT
In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all purchases of Hosting Services (as defined below).
1. Description of Service
In Media Networks may make available for purchase, from time to time, a variety of hosting packages stand-alone hosting services and optional add-on services, as published on the In Media Networks website (collectively, "Hosting Services"). Subject to the terms and conditions of this Agreement (which includes this and all other applicable Schedules) and during the term of this Agreement, In Media Networks agrees to provide to you the Hosting Services you purchase during the sign-up process. In Media Networks reserves the right to amend its Hosting Services offerings and to add, delete, suspend or modify the terms and conditions of the Hosting Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
2. Fees and Payment Terms
2.1 Billing for Hosting Services shall be by valid credit card (acceptable to In Media Networks) at the time of purchase at the fee set forth on our Website. Your monthly and, if you've selected our "auto-renew" feature, annual payments for Hosting Services shall be automatically charged to the credit card provided by you (and acceptable to In Media Networks) at the time of your purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) each month or annually, as applicable ("Hosting Services Fee"), and you hereby agree that In Media Networks is authorized to so charge your credit card. In Media Networks, in its sole discretion, shall determine the prices it will charge for the Hosting Services, and the terms and conditions applicable to the same, and In Media Networks may, upon providing thirty (30) days' prior written notice to you by email, amend such pricing and/or terms and conditions. If you do not agree to any such pricing and/or terms and conditions change(s), you may terminate this Agreement (or cancel your Hosting Services, as applicable) as provided herein within such thirty (30) day period; otherwise all such changes shall thereafter be effective with respect to your account, and you agree that we are authorized to charge your credit card for any new Hosting Services Fee, on the next monthly or annual (as applicable) payment cycle.
2.2 In addition to recurring service fees, In Media Networks may charge set up fees and other one-time fees for any optional services as set forth on our Website and/or described in this Schedule (collectively "One-time Fees"). Billing for One-time Fees shall be by valid credit card (acceptable to In Media Networks) at the time of purchase at the price set forth on our Website. Your One-time Fees shall be automatically charged to the credit card provided by you (and acceptable to In Media Networks) at the time of your purchase, and you hereby agree that In Media Networks is authorized to so charge your credit card. In Media Networks, in its sole discretion, shall determine the prices it will charge for all One-time Fees.
2.3 In Media Networks will charge you a Processing Fee if you terminate or cancel any package prior to the completion of any limited money-back guarantee time period for that package. You authorize In Media Networks, in its sole discretion, to charge the credit card provided by you at the time of your purchase or forward an invoice to you immediately upon any such termination or cancellation of an annual Hosting Services package for the amount of the Processing Fee.
2.4. In Media Networks will suspend your account if you request a chargeback on your credit card for automatic charges to your credit card for excess data transfer usage (see Section 6 below).
3. Term and Termination
3.1 Term. Your Hosting Services shall be either (i) on a month-to-month basis for successive monthly periods, (ii) if you have selected our auto-renew feature, on a year-to-year basis for successive yearly periods, or (iii) if you have not selected our auto-renew feature, for a one-time annual period, all unless either party notifies the other of termination or cancellation in accordance with this Agreement, and subject to the then-current terms and conditions of this Agreement at the time of any renewal of your Hosting Services.
3.2 Cancellation. Subject to your obligation to pay any applicable Processing Fees, you may cancel your Hosting Services at any time. To cancel your Hosting Services you must submit your written notice of cancellation to In Media Networks (as provided herein) and include the following information: (i) Your In Media Networks customer identification number and username; (ii) the registered domain name, if any, associated with your Hosting Services; and (iii) your reason for requesting cancellation. Unless otherwise agreed to in writing (in either paper or electronic form), your Hosting Services will be canceled as of the expiration of the monthly billing cycle in which your notice was received. Unless terminated earlier as provided herein, this Schedule, and the Agreement if you have no other services with In Media Networks, will be terminated as of the cancellation of your Hosting Services.
3.4 Upon any termination of this Schedule or the Agreement for any reason, Sections 2, 3.4, 4, 5, 6, and 7 shall survive termination.
4. Additional Warranty Disclaimers and Limitations of Liability
4.1 ADDITIONAL DISCLAIMER. In Media Networks IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY In Media Networks.
4.2 Information obtained by you from the Internet may be inaccurate, offensive or in some cases illegal. In Media Networks has no control over information contained on the Internet and accepts no responsibility for any information that you may receive or transmit via the Internet.
4.3 You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you disseminate or display in connection with your use of the Hosting Services or obtain from the Internet.
4.4 You agree that if In Media Networks takes any corrective action under this Agreement in response to your or your end users' actions or failures to act, that corrective action may adversely affect you or your end users and you agree that In Media Networks shall have no liability to you or your end users due to any corrective action taken by In Media Networks.
4.5 You agree that In Media Networks has no obligation to back-up any data related to your website unless In Media Networks expressly agrees otherwise in writing (or has expressly stated so on our Website). You agree that you will regularly back-up your data whether or not In Media Networks agrees to or actually does back-up any data.
5. Restrictions on Use
5.1 In Media Networks does not intend to and shall have no obligation to systematically monitor the content that is submitted, stored, distributed or disseminated by you via the Hosting Services (the "Content"). Your Content includes content of your end users and/or users of your website. Accordingly, you are responsible for your end users' content and all activities on your website. In Media Networks, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, removal of all or a portion of your Content and suspension and/or termination of your Hosting Services, in the event of notice of any possible violation of this Agreement or the AUP by you or your end users. You agree that In Media Networks will have no liability to you or any of your end users due to any corrective action that In Media Networks may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action. You agree to the additional restrictions of use for the ancillary services provided by In Media Networks in conjunction with the Hosting Services that are found in other schedules to this Agreement.
5.2 You warrant that your Content does not violate or infringe any copyright, trademark, patent or intellectual or other proprietary property right of any third party or contain any obscene or libelous material or otherwise violate any law or regulation.
5.3 Your use of networks or computing resources provided to In Media Networks by third party providers and made available to you as part of the Hosting Services is subject to the respective permission and usage policies of such third parties.
5.4 You expressly (i) grant to In Media Networks a license to cache the entirety of your Content and your Website, including content supplied by third parties, hosted by In Media Networks under this Agreement, and (ii) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
5.5 You agree that you will not exceed the bandwidth or storage space limits applicable to the Hosting Services purchased, as set forth on our Website. You agree that if you do exceed either of such limits, In Media Networks, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, assessment of additional fees and/or suspension and/or termination of your Hosting Services. You agree that In Media Networks will have no liability to you or any of your end users due to any corrective action that In Media Networks may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action. In addition, you agree not to use our Hosting Services primarily as online storage space for archived electronic files. If we detect that you are using our Hosting Services to archive files, you agree that In Media Networks may suspend or terminate your Hosting Services without liability.
5.6 For the "Unlimited" shared Hosting Services, there is no bandwidth or storage space limit. However, "Unlimited" shared Hosting Services are not intended to support the hosting needs of large enterprises that require large bandwidth and storage capabilities. To insure that our shared hosting is reliable and available for all of our small business users, your usage cannot adversely affect the performance of other customers' sites. Using our "Unlimited" shared Hosting Services primarily as online storage space for archived electronic files is prohibited. You agree that if your bandwidth and storage space usage adversely affects other customers on our shared hosting platform, In Media Networks may suspend or terminate your Hosting Services with out liability.
6. Data Transfer Overage Charges
6.1 You agree that you will not exceed the data transfer (bandwidth) or storage space limits applicable to the Hosting Services purchased, as set forth on our Website. You agree that if you do exceed either of such limits, In Media Networks, in its sole and exclusive discretion, may immediately take corrective action, including, but not limited to, assessment of additional fees and/or suspension and/or termination of your Hosting Services. You agree that In Media Networks will have no liability to you or any of your end users due to any corrective action that In Media Networks may take and that you will not be entitled to a refund of any fees paid in advance prior to the corrective action.
6.2. Excess bandwidth usage cannot be purchased by you in advance.
6.3. If you exceed your data transfer limit in the last 24 hours of any given month, In Media Networks will not charge you additional fees so long as the data transfer overage does not exceed 25GB.
6.4. For Hosting VPS, you agree that In Media Networks may automatically charge your credit card for the bandwidth overage fees. You may opt-out of automatic charges to your credit card by contacting Customer Service. If you opt out of the automatic overage charges, you risk account suspension if you exceed your allotted amount.
7. Other Terms and Conditions
7.1 The Hosting Services we provide under this Agreement may incorporate other products or services that we provide, or products or services provided by third parties with whom we have a business relationship ("Additional Services"). Your use of these Additional Services may be subject to a separate application and/or approval process and you reaching separate agreements with us or with third parties. (For example, if you desire to accept credit card payments through a website you establish via the Hosting Services, your relationship with the third-party merchant account provider may be subject to an application and approval process and you reaching a separate agreement with such provider.) Some of these separate agreements may require you to pay fees in addition to the fees that you pay us for the Hosting Services. We will strive to let you know when your receipt of Additional Services will require you to enter into a separate agreement, whether with us or with a third-party, and whether such separate agreement will require you to pay additional fees. Additionally, depending on the services you elect to receive, you may be responsible for establishing and maintaining a commercial banking relationship with a financial institution. The terms of any such relationship shall be between you and the financial institution and will not necessarily reflect or incorporate terms of any agreements we may have with the institution. Further, you agree that our third party vendors providing any services as part of the Hosting Services, and their successors, are intended third-party beneficiaries under this Agreement and will be entitled to enforce your obligations under this Agreement. Finally, you acknowledge and agree that other Schedules in this Agreement may apply to the various services included in your Hosting Services package (for example, Schedules related to domain name registration, email, Private Registration, etc.), and that you have read and you agree to be bound by the additional terms and conditions in those Schedules.
7.2 You agree that any domain name directory, sub-directory, file name or path (e.g. ) that does not resolve to an active web page on your Website being hosted by In Media Networks, may be used by In Media Networks to place a "parking" page, "under construction" page, or other temporary page that may include promotions and advertisements for, and links to, In Media Networks' Website, In Media Networks product and service offerings, third-party Websites, third-party product and service offerings, and/or Internet search engines. You agree that In Media Networks may change the content and/or appearance of, or disable any of these temporary pages at any time, in its sole discretion, and without prior notice.
7.3 For the Hosting VPS services, In Media Networks may also offer Hosting VPS "Signature" technical support services in addition to providing its standard support services. "Hosting VPS Signature Support Services" are available to assist you with complex technical functions and issues related to the VPS hosting services and are available for a fee that will be charged to your credit card based on the amount of support time used. In Media Networks makes no warranties with respect to any technical support services provided to you and you are solely responsible for the management of your VPS hosting system, server software and applications.
SCHEDULE C TO In Media Networks SERVICE AGREEMENT
ONLINE MARKETING SERVICES
In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all purchases of Online Marketing Services or Marketing Services (as defined below).
1. Description of Service
1.1 In Media Networks may make available for purchase, from time to time, a variety of online marketing services in the form of our Marketing solution, including online banner advertisement creation and publication, search engine advertising, email communication tools, registration with several World Wide Web search engines and Internet Yellow Pages Directories (as described on our Website), search engine optimization, link building, search submissions, keyword optimization, local, regional and national directory listing and submission, Website and site map analysis, call-tracking, search engine optimized press release service, search engine visibility and premium listings services (collectively, "Online Marketing Services", "Marketing" or "Services"), as published on the In Media Networks Website. Subject to the terms and conditions of this Agreement (which includes this and all other applicable Schedules) and during the term of this Agreement, In Media Networks agrees to provide to you the Online Marketing Services you purchase during the sign-up process. In Media Networks reserves the right to amend its Online Marketing Services offerings and to add, delete, suspend or modify the terms and conditions of such Online Marketing Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
1.2 In order to use the Services, you must obtain access to the Internet/World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet/World Wide Web, including a computer and modem or other access device.
2. Your Obligations.
2.1 If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, In Media Networks has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
2.2 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (for purposes of this Schedule, "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not In Media Networks, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Online Marketing Services.
2.3 In addition to all other restrictions under this Agreement and the Acceptable Use Policy, you agree to not use the Online Marketing Services to upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
2.4 You acknowledge that In Media Networks does not pre-screen Content, but that In Media Networks and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, In Media Networks and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by In Media Networks or submitted to In Media Networks.
2.5 You understand that the technical processing and transmission of the Online Marketing Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
2.6 In Media Networks reserves the right to reject any advertisements from entities for any reason, including those products and/or advertisements deemed to be inappropriate in any way. This includes advertisements or links to pornography, violence, vulgar language, dating/personal ad sites, mp3 sites, gambling, racial/hate promotion, foreign language, etc.
3. Fees and Payment Terms. Payment for the Online Marketing Services selected by you will be on a pre-paid basis, due and payable at the beginning of the term, and will continue billing at the beginning of any and all subsequent terms until such time as you or we terminate the Online Marketing Services. To participate in the premium listings service (the "Listings Service")(as a part of the Online Marketing Services and in particular the Paid Search Advertising Services further defined in Schedule D to this Agreement), you must be an active, current In Media Networks account holder. You agree to pay us or our third party vendors for all charges incurred by your use of the Listings Service. For charges generated through the delivery of clicks to your site, you will be charged based on actual clicks and pay all charges in US Dollars. All charges are exclusive of taxes. Charges are solely based on our (or our third party vendors') click measurements. You are responsible for paying all taxes and government charges, and reasonable expenses and attorney fees we incur in any action associated with the collection of service fees. You agree to submit any claims or disputes regarding any charge to your account in writing to us within sixty (60) days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge.
Any one-time service fees charged to your account and any initial deposit, the value of which will be credited to your account, are non-refundable. When your funds on deposit with us fall below the minimum level for active accounts, defined as 20% of your estimated monthly click charge for the Services, we will automatically bill your credit card, charge card, or debit card on file the amount equal to the minimum monthly amount (defined as your Average Daily Spend amount multiplied by 30 days), as specified by you during the Listings Service signup. We reserve the right to change the minimum level for active accounts at any time. You have the option of terminating your Listings Service at any time. Such termination of your Listings Service shall be effective at the end of your normal 30 day billing cycle, or when your funds on deposit are exhausted. At time of notice of termination, we reserve the right to allocate any or all of your available funds to any outstanding charges or fees due us. Upon the effective date of termination, your listings will be removed from the search engines.
4. Your License. In Media Networks grants you a personal, non-transferable and non-exclusive right and license to use on a single computer the object code of any software provided to you by In Media Networks in connection with the Online Marketing Services ("Software"); provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Online Marketing Services. You agree not to access the Online Marketing Services by any means other than through the interface that is provided by In Media Networks for use in accessing the Online Marketing Services.
5. Specific Restrictions. In certain instances involving the Online Marketing Services, In Media Networks will perform industry research in order to provide keyword phrase choices to you. During these research activities, In Media Networks may contact you via email with information that will require a response. Response will be necessary for the project to move forward in a timely manner. In these situations, if a response is not received from the client for more than 60 days, the project is considered "abandoned" and payment is surrendered in full. In Media Networks will not conduct any type of intellectual property review or analysis of recommended keyword phrases and will further conduct no review of any third party rights to recommended keyword phrases. You agree it is entirely your responsibility and obligation to conduct an analysis of any recommended keyword phrases to determine whether any other party may have any type of rights to the recommended keyword phrases. In Media Networks will not be held liable for any claims arising out of your choice or lack thereof of recommended keyword phrases. You agree that you assume all risks for trademark infringement, brand infringement, intellectual property infringement or other claims based on your choice of keyword phrases. Any tutorial that is provided on a 30-minute or 60-minute basis as a part of the Online Marketing Services is for information purposes only. These tutorials are one time only and if the tutorial is cut short for any reason by you prior to the end of the 30-minute or 60-minute session no continuation of the tutorial is permitted. In Media Networks has the right to terminate the tutorial at the end of either the 30-minute or 60-minute session. In Media Networks may also terminate any tutorial if a Customer is abusive, makes threats, indicated that the Customer is involved in unlawful activity or poses a risk in any way to In Media Networks.
6. Content. Customer takes full responsibility for all content suggested or supplied to In Media Networks for inclusion on web document(s), advertisement(s) or any form of media. Customer is held legally liable for the supplied content and all Content on Customer's Website, including, but not limited to, recommended content and content created by In Media Networks for a Customer's Website. Customer agrees to abide by all local, state, national, and international laws including, but not limited to, trademarks, patents and copyrights. Customer agrees to all content created by In Media Networks to be hosted on customer's website for the purposes of achieving increased search engine visibility. Customer agrees once the Services begin, additional content may be added to the site by In Media Networks and code may be adjusted to optimize for search engines. Any requested changes to graphics, text, web pages, and forms or any other requests extending outside of the scope of the project (as defined in the pricing plans) will not be included or considered without advanced payment of $120/ hour. Customer gives In Media Networks full authority as a part of this service to create, add, delete, revise or upload content, including approved keywords, onto the Customer's site in order to optimize your site for search engines.
7. Changes and Alterations to Customer Websites. In order to keep your website ranking in top search engine or online positions or to develop, create and build links we prefer to have full access (read/write permissions) to your Website content as found on your Website server. This access may be provided in the form of FTP login credentials, or access credentials to a Content Management System (CMS) used on your Website. This will allow us to make any necessary changes to your site to optimize your website for search engine or online directory rankings. Ongoing access may be required if the level of service you have purchased includes regular optimization of your website over time. You agree to allow In Media Networks to perform a complete analysis of your site, including, but not limited to, its code, text and links. You further agree that In Media Networks may make adjustments as needed to enable the site, code, text or links to be located by search engines. In Media Networks will make an effort to work with you to notify you of any modifications, adjustments or additions that are made to your site during this process.
We must have the ability to optimize the layout and keyword density of your web pages. If you plan to make any significant design changes to your site within six months of your Online Marketing Services (optimization) order, you must notify In Media Networks before work commences. If In Media Networks is not notified, a charge may be applied for any update of custom pages that you make. In the event that we are not provided full FTP or CMS access to the Website server, we will send you the content and any changes and you will be fully responsible for uploading such content and changes to your Website.
8. Feedback. Customer agrees to provide via email to In Media Networks approval of the keyword phrase list within a reasonable period of time (as determined by In Media Networks in its sole discretion and indicated to you in such email). If feedback is not received by In Media Networks within such time period, you agree that In Media Networks reserves the right to finalize recommended keywords and In Media Networks will not be held liable for any claims that may arise from the finalization of the keyword phrases or any additional costs required to extend the project timeline. You understand and agree that your failure to respond to the email that contains the recommended keyword phrase list within the time period outlined in the email is considered an approval of the recommended keyword phrase list thereby giving In Media Networks the authority to submit and optimize your site with such keyword phrase(s) contained on the list.
9. Links. You give In Media Networks full authority and rights to your website in order to develop appropriate links, including but not limited to, the text, content and placement of links on your site. You give In Media Networks the right to establish an email account on your behalf for the purpose of communicating with third parties in order to place links to your site on third party sites. You also give In Media Networks the full authority to contact third parties by any means to place links on third party sites. Customer agrees that links that are established by use of the Services on third party sites may be removed or deleted by third parties. It is In Media Networks intention when it places links on third party sites for those links to be permanently placed on such third party sites, but In Media Networks can not control the actions of third parties that may remove or delete a link that In Media Networks has placed. Customer expressly agrees that In Media Networks has no liability and no responsibility for links to a Customer's site that are removed or deleted by third parties on third party sites. In Media Networks disclaims all liability for any and all claims that may arise against Customer or a third party as a result of a link or the text of a link that is on any site on the internet or that has been placed on a site as a part of the Services. Customers understands and agrees that In Media Networks will not conduct any type of intellectual property search, including trademarks or copyrights, as a part of the Services and therefore Customer assumes all risks related to intellectual property infringement or violation of any third party's rights.
10. Press Release Services. The Press Release Service means the service offered by In Media Networks in creating content that is dispersed through third party press release distribution channels. As a part of the press release service for Online Marketing Services you agree to work with In Media Networks, answer any questionnaires that may be sent to you regarding your site and also permit a full analysis of your site in order for a press release to be written. Upon finalization of the press release, In Media Networks will submit the press release to certain major internet news sites and will work to distribute the press release through third parties. The press release service is dependant on various third parties and In Media Networks is not in any way responsible for the failure of these third parties to perform in their responsibilities.
11. Refunds, Limitations and Guarantees.
11.1 Due to the nature of online marketing, In Media Networks cannot offer guarantees with its Online Marketing Services or Marketing Services and, as such, all payments are nonrefundable.
11.2 For applicable optimization packages, In Media Networks will work to have your website listed in top ten listings across multiple search engines. Most engines will index your site in about three (3) months, but it takes time to gain popularity and ranking. The search engines included are: AOL®, AlltheWeb®, AltaVista, Ask.com (formerly known as AskJeeves.com), Google®, Hotbot®, Lycos®, Live.com (MSN), Netscape®, and Yahoo!®. Your selection of keyword phrases that are competitive phrases may impact the ability for your Website to acquire top listings in all or some search engines. The web is very unpredictable and dynamic. In no event will In Media Networks will be liable for any damages, for any cause, arising from provided services, including any lost profit, lost savings, or other incidental or consequential damages, even if another party has advised In Media Networks of the possibility of such damages, or for any claim.
11.3 Any Website downtime of one day or more will impact your services as search engines may remove your listing if they cannot find your site. Cloning your Website after the promotion has been uploaded will adversely impact your Website's ability to acquire top listings in search engines because search engines penalize and ban sites for this practice. Any website that contains adult content is not eligible for Online Marketing Services.
You may need to use multiple domains for commonly misspelled versions of your domain name, or for other good domain names that you do not want your competitors to get. The only way to point multiple domains to the same website in a search engine friendly manner is through a 301 redirect. If you have purchased multiple domains and simply redirect them to the same IP address (website) without using a 301 redirect, this may be considered by some search engines to be spam because you're trying to index multiple website domain names that point to the same physical content on the server. Doing this will risk a duplicate content penalty in some search engines.
11. 4. From a search engine perspective, 301 redirects are the only acceptable way to redirect URLs. If In Media Networks finds that you are not using a 301 redirect to accomplish this task, your Website may not be able to acquire top listings in search engines. Search engines will index only your site's main URL, but will transfer link popularity from the additional domains to the main one.
11.5 In Media Networks' Marketing Services do not include the paid submission fees that some search engines charge for inclusion. We are not affiliated with these submission services in any way. You may opt to pay these fees directly to the search engine for inclusion.
11.6 The press release service is not available for certain types of sites including pharmacy sites, gambling sites and adult sites. In Media Networks reserves the right to decline any or all services to any site based upon site content.
11. 7 In order for In Media Networks to provide the best possible search engine optimization services, we need to work together as a team. You agree that you will let us know if you make any changes to your website pages, especially the homepage. As the entrance to your site, this page is critical. You agree to inform us of any substantial edits or changes to your site within two days. Search engine optimization fees to repair altered pages are billed at $120 per hour.
11.8 For each press release to be generated and distributed you must initiate the Press Release Service by completing a press release questionnaire sent to you via email. If you do not provide a completed questionnaire within one year of purchasing the service, your Press Release Service will expire. If you do not initiate the Press Release Service with a completed questionnaire and cancel the Press Release Service prior to expiration, you may be eligible for a 100% refund of your Press Release Service payment. If you do not initiate the Press Release Service with a completed questionnaire and cancel the service after expiration, you may be eligible for a 50% refund on the individual retail price (at the time of purchase) of your unused press releases. We will refund all charges to the same form of billing you used for your purchase of the Press Release Service. If you have initiated the Press Release Service by completing the questionnaire at any time, all payments on that press release are non-refundable. An expired Press Release Service may be honored for fulfillment at the discretion of In Media Networks.
12. Time Constraints. Unless otherwise specified in writing by In Media Networks, all projects will be considered completed upon delivery of the completion notification email. Any additional work will be considered out of the scope of the initial project and subject to hourly charges.
13. Set-up Fees. There are set-up fees related to the Services that are non-refundable. These and other set-up fees are required as In Media Networks often must pay for services, software, hardware or labor up front as soon as a Customer purchases the Services.
14. Additional Fees. Customer agrees that any additional assistance with the Services will be billed by In Media Networks to the Customer at the rate of $120/hour. Customer also agrees to pay $120/hour for any changes, modifications, updates, and optimization alterations that exceed the scope of the project.
15. Local Search Marketing. In addition to the other terms of this Agreement and this Schedule C, Customers who purchase the Local Search Marketing feature of Marketing Services understand and agree that as a part of this package In Media Networks will offer applications and other related functionality that will generate or recommend keyword phrases that the Customer may consider using. Customer agrees not to abuse such applications by submitting multiple repeated requests. In Media Networks reserves the right to terminate, suspend, revoke or cancel access to these and other applications if the Customer abuses them in any way. Customer also acknowledges and agrees that In Media Networks or any of its partners do not perform any type of intellectual property search or screen on any recommended keyword phrases. Consequently, Customer accepts that it assumes all risk and liability for using recommended keyword phrases that are generated through provided applications or are otherwise recommended by In Media Networks. In Media Networks is not responsible for any claims by any parties involving Customer's use of recommended keywords that may be in violation of any third party's rights (including intellectual property rights). Customer expressly authorizes In Media Networks to submit the Customer's site and information related to such site to search engines and/or directories and to set the Customer's site for automatic re-submission to search engines and/or directories at a frequency determined by Customer updates to their information. If the submission fails due to errors in the customer's information, the Customer assumes the responsibility for correcting their information. Customer expressly understands that the list of search engines and directories to which In Media Networks submits Customer's site and information related to such site may change at any time and therefore Customer expressly authorizes In Media Networks to change search engines and/or directories for submission purposes when the need may arise. From time to time, In Media Networks may make certain search engine or online directory ranking reports available to a Customer as part of this service. Such reports may contain inaccurate or incomplete information and such reports may also not contain updated information. In Media Networks is not responsible for any errors, omissions or other issues that may arise from such reports or the submission of Customer's site to any search engine or directory. If Customer does not want In Media Networks to submit the Customer's site for any reason, Customer must notify In Media Networks by telephone and email. For any Local Search Marketing package(s), Customers on monthly payment terms will be billed the monthly fee each month in advance. This method of billing will apply to all Customers whether or not a Customer's Website is live.
SCHEDULE D TO In Media Networks SERVICE AGREEMENT
WEBSITE, ECOMMERCE & LOGO DESIGN SERVICES (Design/Develop™)
In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all customer purchases of Website Design Services, Ecommerce Design Services, Custom Design Services, Design/Develop™ and Logo Design Services (as defined below).
1. Description of Website Design Services, Ecommerce Design Services, Custom Design Services and Logo Design Services
1.1 In Media Networks will build a Website, Ecommerce site and/or design a logo for the Customer (hereinafter referred to as "you or the "Customer") based upon direction and input provided to us by you. The Design/Develop™, Website Design Service, Ecommerce Design Service, and the Logo Design Service may be collectively referred to as the "Design Services." Subject to the terms and conditions of this Agreement (which includes this and all other applicable Schedules) and during the term of this Agreement, In Media Networks agrees to provide to you the Design Services described on the In Media Networks Website and purchased by you during the sign-up process. In Media Networks reserves the right to amend its Design Services offerings and to add, delete, suspend or modify the terms and conditions of such Design Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
1.2 Customer hereby grants to In Media Networks and its vendors and subcontractors all necessary rights and licenses with respect to the Customer's Website or logo created by In Media Networks in order to carry out its obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by In Media Networks. In Media Networks is not responsible for archiving documents, graphic work, physical goods or web pages created for client or documents, graphic work, physical goods or files which are mailed, email or faxed to In Media Networks. In Media Networks is not responsible for returning any files, documents or physical goods emailed, faxed or mailed to us.
1.3 The Logo Design Service is an offering whereby customers can request that In Media Networks create and design a logo (each, a "Logo Creative" or "Creative"), revise those Creatives (each, a "Revised Creative") and obtain responses (each, a "Response") to those Creatives or Revised Creatives from design experts retained by In Media Networks ("Designers"). In Media Networks will provide you, as the Customer, the service according to the package you have chosen. Your Responses will be created iteratively through a drafting cycle of Creatives, Revised Creatives and Responses, ultimately resulting in a final Response conforming to your various Creative and Revised Creatives.
1.4 The Website Design Service is an offering whereby a Customer can request that In Media Networks assist them with the design of a Website using In Media Networks Website building tools. Such tools may also include or utilize third party applications. Our Website building tools use the WordPress® or Joomla® software application and default templates which are subject to terms and conditions of the GNU General Public License which can be found at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html. Additionally, we use open source plug-ins to accomplish functionality requests with WordPress or Joomla! We cannot guarantee these plug-ins will be supported in all browsers or that they will continue to function if you update the Joomla version without our assistance.
1.5. The Ecommerce Design Services is an offering whereby a Customer can request that In Media Networks assist them with the design of their ecommerce site. If you purchase Ecommerce Design Services, you agree that you take full responsibility for all content suggested or supplied to In Media Networks for inclusion on web document(s), advertisement(s) or any form of media. Customer is held legally liable for the supplied content. Website
1.6. Custom Design Services. As part of the Custom product group, your design may be dictated by a Statement of Work. This level of service is an offering whereby a Customer can request that In Media Networks design and create a Website for them using sophisticated graphics, advanced layouts and other features. This level of Custom design maybe based on purchased third party templates unless otherwise agreed to in writting. Although In Media Networks will design your Website, your Website may contain some features and design elements used in other Websites designed by In Media Networks. If your design falls into this group, in addition to the terms and conditions set forth in this Services Agreement and this Schedule, the Customer shall be bound by the terms of the Statement of Work which shall be prepared by In Media Networks and mutually agreed to by Customer and In Media Networks. The Statement of Work may contain, but may not be limited to, a list or description of the services our Designers will provide you as part of the Custom Design Services, a list of technical, graphic or other special features that will be incorporated into your Website, the schedule for delivery of the Final Product, applicable fees and payment schedule, and a description of any applicable cancellation fee or policy. This Statement of Work shall become a part of this Services Agreement and shall be subject to all terms and conditions of the Services Agreement.
2. Your Obligations. In order for In Media Networks to perform the Design Services in accordance with this Agreement, you shall be responsible for doing the following:
2.1 Providing In Media Networks with all information requested by In Media Networks as well as any custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) that the Customer wishes to use in connection with development of your Website, ecommerce site or Logo Creative.
2.2 Contacting In Media Networks promptly to make changes, modifications, and enhancements to your Website, ecommerce site, or Logo Creative starting from the date of sale.
2.3 Contacting In Media Networks promptly with notice of Customer's decision to cancel or discontinue the Design Services starting from the date of sale.
2.4 Obtaining Internet connectivity to access your Website, to send and receive email, and to otherwise access and utilize the Internet.
2.5 To the extent that Customer gathers any personal information about visitors to your Website, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
2.6 Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties. By using the Design Services, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with your Website does not infringe any trademark or domain name rights of any third party.
2.7 Ensuring the accuracy of materials provided to In Media Networks, including, without limitation, Website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
2.8. During any stage of the design process, a designer or project manager will be working with you to gather information to start, feedback to revise, or approval to complete your Website. Prompt response will be necessary for the project to move forward in a timely manner. If a response is not received from the client for more than 60 days, the design project is considered "abandoned" and payment is surrendered in full. In Media Networks reserves the right to charge you a fee for repeated missed consultations, repeated rescheduling of consultations related to any Website design work, and/or the reinstatement of your Website design to an active status if no response has been received from you for 30 days.
2.9. Following the timeline of activities in the Project Center or those communicated to you via e-mail.
3. Information and Content You Provide. If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, In Media Networks has the right to suspend or terminate your account and refuse any and all current or future use of the Design Services (or any portion thereof). You acknowledge that In Media Networks does not pre-screen Content, images and inventory. However, In Media Networks and its designees shall have the right to remove any Content that violates the Acceptable Use Policy. You agree that you must evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by In Media Networks or submitted to In Media Networks.
4. Non-Interference By You. Customer will use the Design Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and In Media Networks reserves the right to terminate or suspend the Design Services without notice if such interference is determined by In Media Networks to exist. Such interference or disruption includes, but is not limited to:
4.1 wide-scale distribution of messages, including bulk email or unsolicited spam email, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
4.2 propagation of computer worms or viruses, and
4.3 use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
5. Unauthorized or Inappropriate Use.
5.1 In Media Networks reserves the right to deny, terminate, or suspend Design Services without notice if, in In Media Networks' sole discretion, the Design Services are used by Customer in a manner that violates or may violate the following standards or the AUP, and In Media Networks reserves the right to reject, alter, modify, or remove Customer's website, website domain name, URL address, or any website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which In Media Networks in its sole discretion deems to be in violation of the AUP or (i) an infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or (ii) stating or implying that the Website is placed by In Media Networks or any party with a contractual relationship with In Media Networks, or that such parties endorse the Customer's products or services, or (iii) pornographic or obscene.
5.2 In Media Networks neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. In Media Networks reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any services rendered to Customer by In Media Networks are an appropriate recompense to In Media Networks for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this Agreement or the AUP, In Media Networks will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer's website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
6. Additional Indemnification Obligations. In addition to your indemnification obligations set forth elsewhere in this Agreement, you agree to defend, indemnify, and hold harmless In Media Networks and each of its officers, directors, employees, agents, affiliates, co-branders or other partners, and employees of any of the foregoing, from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with your Website (including, but not limited to, Website content) or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable legal fees and expenses (whether incident to the foregoing or to In Media Networks' enforcement of said rights or defense and indemnity).
7. Ownership of Your Content. With the exception of your ownership interest in the information, materials, images, photos and other content that you provide to us for inclusion in your Website, ownership interest to your Website, including, but not limited to, the HTML coding, scripting, copyrights, visual layout, appearance and design and all other intellectual property rights, shall be with In Media Networks and In Media Networks grants you a non-exclusive, revocable license to use these design elements and related applications. In Media Networks shall also have the right to display your Website on its online properties as an example of the design work In Media Networks is able to provide for its customers. With respect to Network Solution's Logo Design Services, the following terms and conditions apply to ownership rights:
Subject to your compliance with this Service Agreement, you shall own the final logo work product provided to you by In Media Networks (the "Final Product"). You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and In Media Networks expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to In Media Networks a royalty-free, irrevocable exclusive worldwide right to use Creatives, Revised Creatives, initial artwork concepts, website mockups, revisions, individual Responses provided to you, and the Final Product for internal and archival purposes, and in order to display, market, and promote the In Media Networks Design Services. In Media Networks retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under this Service Agreement are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under this Service Agreement. You hereby acknowledge that In Media Networks shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that In Media Networks shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall In Media Networks be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.
8. Fees and Payment Terms. Fees for the Design Services selected by you will be on a pre-paid basis, due and payable at point of sale (meaning at the beginning of the project), unless another fee or payment structure is mutually agreed to by you and In Media Networks in writing, namely, the Statement of Work. You agree to follow the timeline set forth by In Media Networks in the Statement of Work. You agree that in the event you terminate your subscription to the Design Services prior to the completion of your Design you will be subject to a cancellation fee. If your Design has been completed and been delivered to you, you will not receive a refund of any fees paid and, in the event we have permitted you to pay on a monthly (or other payment-over-time) basis, you will be obligated to pay us for the balance of your total. . The purchase and completion of a Website design requires receipt of written content and images by you ("Content"). If insufficient Content is received we will complete your Design with placeholder content and deliver the design to you within the guidelines of our timeline. At this time you will no longer be eligible for a refund. Content submitted after timeline can be added at an hourly rate determined by In Media Networks. If you purchase a Website Design and In Media Networks has waived your initial design or set up fee or offered you a discounted set up or design fee, In Media Networks shall have the right to charge you, and you agree to permit In Media Networks to charge your credit card, up to $250.00, should you choose to cancel the Website Design within 60 days from the date of purchase and after Website design work has started. Should you need to pause progress of your Design with In Media Networks for any reason, you may do so for 60 days, after 60 days you will be charged a restart fee for completing the work on that Design. If within 60 days of purchase you choose to cancel your Website Design you will be subject to a cancelation fee. Responses from you will be necessary for the project to move forward in a timely manner. In these situations, if a response is not received for more than 60 days, the project is considered "abandoned" and payment is surrendered in full. In addition, if you request to remove your designed Website Content from our Website builder platform, you agree to pay $25.00 per page. Finally, In Media Networks reserves the right to charge you a fee for repeated missed consultations related to any Website design work.
Post-Publication-Modifications to Website Design Payment for the purchase of additional design time after the design has been published ("Modification Time") will be on a pre-paid, hourly basis, due and payable at the beginning of each Modification (and each month thereafter if purchasing additional Modification Time). Any unused Modification Time shall not roll-over and be used in a subsequent month.
9. Suspension and/or Termination. If you breach any term of this Agreement including, but not limited to, this terms of this Schedule or the Acceptable Use Policy, In Media Networks may, in its sole and exclusive discretion, suspend or terminate your Design Services immediately and without notice to you. In addition to your obligation to pay any set up and applicable fees for the Design Services, Design Services fees may continue to accrue on suspended accounts and you will continue to remain responsible for the payment of any Services fees that accrue during the period of suspension.
10. Refunds. Refunds are not available for Design Services once you have approved your design composition and/or selected your design template. After one (1) year from the date of purchase, no refunds will be provided.
SCHEDULE E TO In Media Networks SERVICE AGREEMENT
The terms in this Schedule apply to email services.
1. Description of Service. In Media Networks is providing you with the capability of sending and receiving electronic mail via the Internet. You must: (a) provide all equipment, including a computer and modem, necessary to establish a connection to the Internet; and (b) provide for your own connection to the Internet and pay any telephone service fees associated with such connection. In order to maintain the quality of our services to other customers and to protect our computer systems In Media Networks may limit the number of recipients of any email message transmitted or received by you to 1000 recipients per any 24 hour period. In Media Networks may also restrict the number of recipients receiving an individual message. The current maximum is 100 recipients per message. In Media Networks reserves the right to change this limit. We, in our sole discretion, will determine whether or not your conduct is consistent with this Agreement and any In Media Networks operating rules or policies and may suspend or terminate your email service if your conduct is found to be inconsistent with this Agreement or such rules or policies. The email service is subject to scheduled (from 12:01am eastern United States time to 2:00 am eastern United States time every Saturday) and unscheduled outages that will impact your ability to use the service. We will use commercially reasonable efforts to restore the service after any unscheduled outages. Moreover, in order to receive the email service we (or our third party provider) must host your domain name record. If you transfer your domain name record to a third party in conjunction with a live Website, or for any other reason, or allow your domain name registration to expire, you will no longer be able to use the email service. We will not refund the fees you paid for our email service if you elect to transfer your domain name record to a third party. You may not exceed the storage [megabytes] applicable to the particular email services purchased by you as specified on our Website at the time of your purchase (or as subsequently modified by us pursuant to this Agreement). If you exceed the applicable storage limitations, In Media Networks reserves the right, in its sole discretion, to either (A) charge, and you agree to pay, an additional fee as described on our Website for each Megabyte of usage that exceeds the bandwidth limitations set forth above, or (B) terminate or suspend your email services and this Agreement. Additionally, you acknowledge and agree that we may delete any or all messages in your "trash" folder at any time in our sole discretion.
2. Catch-All Mailbox Service. In Media Networks may make available to you the ability to subscribe to our Catch-All Mailbox service. You acknowledge and agree that, in the event you subscribe to the Catch-All Mailbox service, any electronic mail sent to the email box of any user of your In Media Networks email service (e.g., Person@Yourcompany.com) will also be sent to the email box set up for the Catch-All Mailbox service. You further acknowledge and agree that in the event your In Media Networks email and domain name services are terminated, any future registrant of your terminated domain name that subscribes to the Catch-All Mailbox service may receive emails intended for receipt by you or a former user of your email service, and you agree that In Media Networks shall have no liability to you or any third party with respect thereto. You are solely responsible for providing any and all necessary notifications regarding termination of your In Media Networks email services, and you agree that In Media Networks shall have no liability to you or any third party with respect thereto.
3. SPAM Protection. In Media Networks' email service includes real-time SPAM Protection provided by CloudMark™. All email sent to your email address(es) will be scanned by Cloudmark Anti-Spam to detect SPAM and to assist in preventing SPAM from reaching your email box(es). All email detected as SPAM will be deleted and will not be delivered to your email inbox. All email box(es) automatically include SPAM Protection and this feature can not be disabled or configured by you. You acknowledge and agree that our SPAM Protection feature is not guaranteed to be one hundred percent (100%) effective or error free and may result in email that is not SPAM being falsely identified as SPAM and deleted by our system, or the delivery of SPAM to your email box(es). You acknowledge and agree that In Media Networks shall have no liability to you or any third party with respect to our SPAM Protection feature, your failure to receive any email as a result thereof, or your receipt of SPAM.
4. Virus Protection. In Media Networks' email service includes Virus Protection that scans your email, and attachments thereto, to assist in the prevention of the transmission of viruses to your computer system and/or email program. All email sent to your email address(es) will be scanned for viruses. If a virus is detected, the email message and/or attachment, as applicable, will be cleaned if possible and the header of the email will be tagged to inform you that a virus was detected and that the email message and/or attachment has been cleaned and the virus removed. If a virus is detected, and the virus cannot be removed from the email message and/or attachment, the email message and/or attachment will be deleted and the email will be tagged to inform you that portions of the email have been deleted because a virus was detected. All email box(es) automatically include Virus Protection and this feature cannot be disabled or configured by you. You acknowledge and agree that our Virus Protection feature is not guaranteed to be one hundred percent (100%) effective or error free and may delete email messages and/or attachments that you may desire to view, or allow the transmission of viruses to your computer system and/or email program. You acknowledge and agree that In Media Networks shall have no liability to you or any third party with respect to our Virus Protection feature, your failure to receive any email and/or email attachments as a result thereof, or the transmission of viruses to your computer system and/or email program.
5. Safeguarding Passwords. You are responsible for maintaining the confidentiality of your password and email account and are fully responsible for all activities that occur using your password. Please notify us immediately of any unauthorized use of your password or email account or any other breach of security. In Media Networks is not liable for any losses that you may incur as a result of any third-party's use of your password.
6. Billing for Email Service. Billing for annual email services shall be by valid credit card (acceptable to In Media Networks) at the time of purchase. If you elect to subscribe to monthly email services, your monthly payments for the same will be automatically charged to the credit card provided by you (and acceptable to In Media Networks) at the time of your purchase (with such payments being charged in advance on a monthly basis) ("Monthly Email Service Fee"), and you hereby agree that In Media Networks is authorized to so charge your credit card. In Media Networks, in its sole discretion, shall determine the prices it will charge for the email services, and the terms and conditions applicable to the same, and In Media Networks may, upon providing thirty (30) days' notice to you, amend such pricing and/or terms and conditions. If you do not agree with any such change(s), you may terminate this Agreement or cancel your email service subscription, as applicable, as provided herein, within such thirty (30) day period; otherwise all such changes shall thereafter be effective with respect to your account, and you agree that we are authorized to charge your credit card for any new Monthly Email Service fee.
7. Privacy. In Media Networks will not monitor, edit or disclose the contents of your private communications with third parties unless required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the law or comply with legal process served on In Media Networks; (b) protect and defend the rights or property of In Media Networks; or (c) act under exigent circumstances to protect the personal safety of our customers or the public. You acknowledge and agree that In Media Networks neither endorses the contents of any of your communications nor assumes responsibility for such content, including but not limited to any threatening, libelous, obscene, harassing or offensive material contained therein, or any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. You acknowledge and agree that certain technical processing of email messages and their content may be required to: (a) send and receive messages; (b) conform to connecting networks' technical requirements; (c) conform to the limitations of the email service; or (d) conform to other similar requirements.
8. Customer Conduct. You agree to be bound by the applicable provisions of the In Media Networks Acceptable Use Policy, incorporated herein and made part of this Agreement by reference, in connection with your use of the services described in this Schedule. In Media Networks' outsourcing contractors for the email services, shall be intended third party beneficiaries of the email service customer's obligations under this Agreement and thus shall be entitled to enforce those obligations against you as if a party to this Agreement.
SCHEDULE F TO In Media Networks SERVICE AGREEMENT
In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all purchases Training
1. Description of Service . In Media Networks will provide you with training on marketing and other subject maters in accordance with the course selected on the date agreed to by you and In Media Networks. In Media Networks will provide all training material except laptop computers or computers required for training.
2. Your Obligations.
2.1 You will provide In Media Networks with a safe and clean location for the training event.
2.2 You will have all Students Registered for the class available on time the date of the training event.
3. Fees and Payment Terms Payment for the Training selected by you will be on a pre-paid basis, due and payable 21 days prior to training event. All charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and reasonable expenses and attorney fees we incur in any action associated with the collection of service fees. You agree to submit any claims or disputes regarding any charge to your account in writing to us within sixty (30) days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge.
4. Refunds, Limitations and Guarantees.
In Media Networks, LLC training programs are subject to the following refund policy:
If the client withdraws from the nominated course at least twenty working days before the first day of the course, they will receive a refund of the total course fee minus a 10% cancellation fee plus any none refundable travel expenses;
If the client withdraws from the nominated course within twenty working days, but before ten working days of the first day of the course, they will receive a 50% refund of the total course fee minus any none refundable travel expenses;
If the client withdraws from the nominated course within ten working days of the first day of the course, they will receive no refund of the course fee;
However, to avoid the deductions, the client may nominate a replacement participant transferring his/her registration at any time before the first day of the course for a $50;
In Media Networks, LLC will refund all payments made by a client if the course is cancelled or course commencement is postponed by more than six weeks, unless alternative arrangements acceptable to the client can be made;
All fees will be refunded by cheque or the payment method used.
In event of rescheduling or cancellation of a In Media Networks, LLC course:
In Media Networks, LLC will refund any course fees paid by the client. The client may also choose to transfer his/her registration (of equal value) to any other In Media Networks, LLC course or to any other client attending a In Media Networks, LLC course without incurring any additional cost subject to the availability of space. In Media Networks, LLC will also try to accommodate alternative arrangements acceptable to the client.
In Media Networks, LLC cannot be held responsible for any financial loss incurred by the client or its employer due to rescheduling or cancellation of any In Media Networks, LLC course.
12. Time Constraints. Unless otherwise specified in writing by In Media Networks, all training will be considered completed upon delivery of the completion notification email. Any additional work will be considered out of the scope of the initial project and subject to hourly charges.
14. Additional Fees. Customer agrees that any additional assistance with the Services will be billed by In Media Networks to the Customer at the rate of $120/hour. Customer also agrees to pay $120/hour for any changes, modifications, updates, and optimization alterations that exceed the scope of the project.
15. Payment of Travel Expenses. Customer agrees that any they will be billed for any travel expenses including but not limited to Airline Tickets, Hotel Rooms, Meals, Rental Car, Internet Charges, Training Facilities and Use Charges for any training done outside the designated training areas of:
- King County, Washington
- Pierce County, Washington
- Clark County, Nevada
For questions regarding this document please contact firstname.lastname@example.org